On September 14, 2012, NYSE Euronext (NYX) (the
“Company”) commenced a cash tender offer (the
“Offer”) to purchase up to €250,000,000 of its outstanding
5.375% Notes due 2015 (the “Notes”), as set forth in the
Tender Offer Memorandum dated September 14, 2012 (as modified by
the Company’s press release dated October 2, 2012 entitled “NYSE
Euronext Announces Early Results and Pricing of Tender Offer For up
to €250,000,000 of Its 5.375% Notes Due 2015”, the “Tender Offer
Memorandum”). The Company has accepted all Notes validly
tendered and not withdrawn as of 11:59 p.m., New York City time, on
October 16, 2012 (the “Expiration Time”).
According to Lucid Issuer Services Limited, the Tender Agent for
the Offer, as of the Expiration Time, the following valid tenders
had been received:
Title of Security ISIN Code
Principal Amount
Outstanding
Valid Tenders
Received as of the
Expiration Time
Participation Rate 5.375% Notes due 2015
XS0358820222 €1,000,000,000 €80,300,000 8.03%
Of the total principal amount tendered as of the Expiration Time
shown in the table above, €80,000,000 (or 8.0%) principal amount of
the Notes were validly tendered and not withdrawn by Holders on or
prior to the Early Tender Time, which was 17:00 hours CET (11:00
a.m., New York City time), on September 27, 2012. The Company
waived the Financing Condition and accepted all such Notes for
purchase, and settlement for all such Notes was on October 5, 2012
(the “Early Settlement Date”). Holders of such Notes
received the Full Tender Offer Consideration of €1,104.86 per
€1,000 principal amount of Notes (which included the Early Tender
Payment of €30), plus accrued and unpaid interest up to, but not
including, the Early Settlement Date.
A total of €300,000 principal amount of Notes were validly
tendered after the Early Tender Time and on or prior to the
Expiration Time. The Final Settlement Date for such Notes is
expected to be October 18, 2012. As described in the Tender Offer
Memorandum, Holders of such Notes will receive the Late Tender
Offer Consideration of €1,074.86 per €1,000 principal amount of
Notes (which does not include the Early Tender Payment), plus
accrued and unpaid interest up to, but not including, the Final
Settlement Date.
Full details of the terms and conditions of the Offer are set
out in the Tender Offer Memorandum, which is available from the
Tender Agent. Capitalized terms in this announcement shall have the
meanings given to them in the Tender Offer Memorandum.
This announcement is for informational purposes only and is not
an offer to purchase or a solicitation of an offer to sell any
Notes. The Offer is being made solely pursuant to the Tender Offer
Memorandum, as modified.
Additional Information
The Company has retained Societe Generale Corporate and
Investment Banking, Credit Agricole CIB and Lloyds Bank as Dealer
Managers of the Offer. Lucid Issuer Services Limited is the Tender
Agent for the Offer.
The following is contact information for the Dealer Managers and
Tender Agent:
Dealer Managers: Société Générale, 17, Cours Valmy, 92987 Paris
La Défense, France (Tel: +1 (212) 278 6964 (for U.S. persons) / +33
1 58 98 45 81 (for non-U.S. persons), e-mail:
liability.management@sgcib.com); Crédit Agricole Corporate and
Investment Bank, Broadwalk House, 5 Appold Street, EC2A 2DA London,
United Kingdom (Tel: +44 20 7214 7408 / +44 20 7214 6712, e-mail:
steve.sahara@ca-cib.com, jonathan.blondeau@ca-cib.com); and Lloyds
TSB Bank plc, 10 Gresham Street, London EC2V 7AE, United Kingdom
(Tel: +44 20 7158 3981, email:
liability.management@lloydsbanking.com)
Tender Agent: Lucid Issuer Services Limited, Leroy House, 436
Essex Road, London N1 3QP, United Kingdom (Tel. +44 20 7704 0880,
e-mail: nyseeuronext@lucid-is.com)
The Offer is not being made to holders of Notes in any
jurisdiction in which the making or acceptance thereof would not be
in compliance with the securities, blue sky or other laws of such
jurisdiction. In any jurisdiction in which the securities laws or
blue sky laws require the Offer to be made by a licensed broker or
dealer, the Offer will be deemed to be made on behalf of the
Company by the relevant Dealer Managers, or one or more registered
brokers or dealers that are licensed under the laws of such
jurisdiction.
About NYSE Euronext
NYSE Euronext (NYX) is a leading global operator of financial
markets and provider of innovative trading technologies. The
Company’s exchanges in Europe and the United States trade equities,
futures, options, fixed-income and exchange-traded products. With
approximately 8,000 listed issues (excluding European Structured
Products), the Company's equities markets - the New York Stock
Exchange, NYSE Euronext, NYSE MKT, NYSE Alternext and NYSE Arca -
represent one-third of the world’s equities trading, the most
liquidity of any global exchange group. The Company also operates
NYSE Liffe, one of the leading European derivatives businesses and
the world’s second-largest derivatives business by value of
trading. The Company offers comprehensive commercial technology,
connectivity and market data products and services through NYSE
Technologies. The Company is in the S&P 500 index.
Disclaimer and Cautionary Note Regarding Forward-Looking
Statements
This press release contains statements that may constitute
“forward-looking statements” within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
In some cases, you can identify these statements by forward-looking
words such as “may,” “might,” “will,” “should,” “expect,” “plan,”
“anticipate,” “believe,” “estimate,” “predict,” “potential” or
“continue,” and the negative of these terms and other comparable
terminology. These forward-looking statements, which are subject to
known and unknown risks, uncertainties and assumptions about the
Company, may include projections of the Company’s future financial
performance based on the Company’s growth strategies and
anticipated trends in the Company’s business and industry. These
statements are only predictions based on the Company’s current
expectations and projections about future events. There are
important factors that could cause the Company’s actual results,
level of activity, performance or achievements to differ materially
from the results, level of activity, performance or achievements
expressed or implied by the forward-looking statements. In
particular, you should consider the risks and uncertainties
described under “Risk Factors” in Part I, Item 1A of the Company’s
Annual Report on Form 10-K filed for the year ended December 31,
2011, and any additional risks and uncertainties described in the
Company’s subsequent Quarterly Reports on Form 10-Q.
These risks and uncertainties are not exhaustive. Sections of
the Tender Offer Memorandum describe additional factors that could
adversely impact the Company’s business and financial performance.
Moreover, the Company operates in a very competitive and rapidly
changing environment. New risks and uncertainties emerge from time
to time, and it is not possible to predict all risks and
uncertainties, nor can the Company assess the impact that these
factors will have on the Company’s business or the extent to which
any factor, or combination of factors, may cause actual results to
differ materially from those contained in any forward-looking
statements.
Although the Company believes the expectations reflected in the
forward-looking statements are reasonable, the Company cannot
guarantee future results, level of activity, performance or
achievements. Moreover, neither the Company nor any other person
assumes responsibility for the accuracy or completeness of any of
these forward-looking statements. You should not rely upon
forward-looking statements as predictions of future events. The
Company is under no duty to update any of these forward-looking
statements after the date of this press release to conform the
Company’s prior statements to actual results or revised
expectations and the Company does not intend to do so.
The Company cautions you not to place undue reliance on the
forward-looking statements, which speak only as of the date of this
press release. The Company expressly qualify in their entirety all
forward-looking statements attributable to the Company or any
person acting on the Company’s behalf by the cautionary statements
referred to above.
CONTACT - Media: CONTACT - Investor Relations:
nyx.com
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